Court clears path for Noumi takeover by Perich entity Arrovest

The Supreme Court of New South Wales has authorised Noumi Ltd to convene shareholder and optionholder meetings to consider a proposed takeover by Arrovest Pty Ltd, a company within the Perich Group, as the Australian food and beverage producer faces approximately $610 million in convertible note obligations maturing in May 2027. Justice Black found that the proposed schemes of arrangement satisfied the requirements of section 411 of the Corporations Act 2001 and were suitable to be put to securityholders for approval.

Noumi, an ASX-listed manufacturer and distributor of plant-based and dairy beverages, nutritional ingredients and sports nutrition products, entered into a scheme implementation deed with Arrovest on 21 July 2026, subsequently amended on 16 September. Arrovest, which already holds approximately 52.53% of Noumi's shares, proposes to acquire the remaining shares for A$0.1234 per share. A separate creditors' scheme would cancel Noumi's listed options for A$0.002 per option. The total cash consideration payable under both schemes is approximately $16.3 million.

The proposed transaction follows a strategic review commenced in August 2025 to address Noumi's substantial refinancing obligations. The company's convertible notes, with an estimated redemption value of approximately $610 million, must be redeemed by 27 May 2027, while its senior revolving credit facility matures in March 2027. According to evidence from Noumi chair Genevieve Gregor, the review failed to identify an alternative capable of repaying or refinancing the notes in full, extending their maturity on acceptable terms, or delivering value to shareholders and optionholders. Attempts to negotiate an extension with existing noteholders were also unsuccessful, reflecting concerns about the cost and potential shareholder dilution, as well as the preference of certain noteholders to be repaid.

Following the review, Noumi established an independent board committee excluding directors associated with Arrovest. The committee unanimously recommended the proposed schemes, subject to the absence of a superior proposal and continued support from an independent expert. The committee acknowledged that some longstanding shareholders might not recover their original investment.

Grant Thornton Corporate Finance, appointed as independent expert, concluded that the share scheme was fair and reasonable and in shareholders' best interests, assessing Noumi's equity value at between nil and A$0.1035 per share on a control basis, below Arrovest's offer of A$0.1234. At the lower end of that range, Grant Thornton attributed the full contractual redemption value of approximately $610.4 million to the convertible notes, leaving no residual equity value after deducting the notes and other net debt from the value of Noumi's businesses and assets. At the upper end, the expert assumed a discounted fair market value of $563 million for the notes. Grant Thornton also concluded that the option scheme consideration exceeded the assessed fair market value of the listed options.

Justice Black considered several features of the proposed transaction, including exclusivity arrangements restricting Noumi's ability to engage with competing bidders. The scheme implementation deed contains no-shop, no-talk, no-due-diligence and matching-right provisions, subject to a fiduciary exception. The Court accepted that these provisions were adequately disclosed, consistent with established market practice and limited to a reasonable period. The deed does not provide for a break fee or reverse break fee.

The Court also examined Arrovest's ability to fund the acquisition. The bidder intends to finance the approximately $16.3 million consideration through existing secured debt facilities, including a committed facility of up to $100 million with Commonwealth Bank of Australia and other lenders, of which at least $50 million remained undrawn. The schemes are not subject to financing conditions, and Arrovest must deposit the required consideration into a trust account before implementation. Justice Black accepted that these arrangements adequately addressed performance risk.

Justice Black separately addressed Noumi's proposed communications with securityholders, including an outbound calling campaign and potentially unscripted discussions involving company employees and advisers. While these communications did not prevent the convening of meetings, the Court emphasised that Noumi would need to disclose relevant communications at the second hearing so that their effect on the integrity of the voting process and the adequacy of disclosure could be assessed.

The Court concluded that there was no apparent reason why the schemes should not receive final approval if the required statutory majorities were achieved. Orders convening the meetings were made on 2 October 2026, with reasons published on 14 October. Implementation is currently contemplated for 27 November 2026, subject to the necessary approvals. The share scheme may proceed even if the option scheme is not approved, provided Arrovest waives the relevant conditions.

Read the decision here.

Michael Izzo SC and Jane Taylor of Eleven Wentworth, instructed by Arnold Bloch Leibler, appeared for Noumi. Nicholas Bender SC of Banco Chambers, instructed by Gilbert + Tobin, appeared for Arrovest. Grant Thornton Corporate Finance acted as independent expert.